Ben 10 Alien Force Sterilization
by crystalquirt
Summary: my second Ben 10 Alien Force Fic - the Highbreed Sterilization ship comes for their greatest threats, Ben, Gwen and Kevin. 1/09 edited to fix a couple of spelling errors and a fuzzy place in a description of the action. 2nd ch. has romance by request.
1. Chapter 1

Ben 10 Alien Force

Highbreed Sterilization Ship

Aboard a Highbreed Sterilization Ship as it approached earth the Highbreed Commander instructed his minions. "Develop for me, a substance that is lethal to as many different kinds of other low species as you can. Make it slow acting to prolong the suffering of the vermin we hunt, but not too slow. We have a new mission, and you have a very short time to complete your task. So go!"

############ 10 #####################

At dusk on a warm summer evening, Ben, Gwen and Kevin were having their smoothies, hanging on Kevin's car in the parking lot at Mr. Smoothy. Ben was having the most wonderful green parsley, cilantro, spinach, broccoli and fresh Kale smoothie (one of this author's favorites, with a chip of vegan bouillon).

"Ben, how can you drink that, man?" Kevin made sour face.

"Hey - but, it's great, you really should try it."

"No thanks. I'll stick with my Soda."

"...And I will stick with my chocolate and, pretty much anything." added Gwen.

"Suit yourselves." Ben replied. He was lying on the hood of Kevin's car gazing into the sky. He thought he heard something, stopped sucking on his straw and put his head back on the hood. Was it a low hum from an engine or something? He watched the sky closely but couldn't see anything.

"You seem a little far away tonight." Gwen observed from her place by Kevin. "Are you ok?" she asked Ben.

"Do you guys hear anything?" Ben asked them.

Before they could answer, with a flash of bright white light, a space ship appeared hovering over the parking lot. It was so black it was almost invisible against the dark sky. Other customers closer to the store screamed and ran in all directions.

Ben jumped up and they all three shielded their eyes as they tried to see beyond the bright light. "Who are they?" Ben asked Kevin.

"That's a Highbreed sterilization ship. This is not good!" Kevin touched the asphalt and the material spread over his whole body. Ben activated his watch, energy formed around him and Humongousaur appeared where Ben had been standing. Round, pink energy glowed around Gwen's hands.

Humongousaur exclaimed, "It isn't like the other Highbreed ships we have seen! Kevin, what do you mean sterilization ship?"

"We don't have time to discuss this now!" Gwen began shooting DNAliens.

A hundred DNAliens poured off the ship and the battle began. Most are half- human, octopus-like things with what looks like their brains showing. They regurgitate sticky globs of fluid to restrain their prey. A single Highbreed appeared at the top of the ramp under the ship. One of his minions stood next to him holding a container. The Highbreed had his hand in the top of it and when he took his hand out, something dripped from his fingertips.

Gwen took out six of the first ones heading for them with pink energy blasts. Kevin knocked down one after another, while running into their ranks expertly avoiding nasty, sticky green spew that the creatures hurled at him as he charged ahead.

Humongousaur flattened a half dozen at a time. Ten of them together spat their globs of green sticky slime at him at once. Humongousaur just powered through it and took them down.

There were too many, and the ones nearest to Gwen started to overrun her. She had her back against a flat bed pick-up truck while she fired pink energy rapid-fire at them. One of the DNAliens got in behind her barrier from under the truck as she fought off seven others attacking from the front. It grabbed her ankle and with her concentration broken, the pink barrier in front of her shattered. Gwen screamed. The DNAlien closest to her brought up a glob, but before it could spit it at her, Humongousaur's tail took its head off.

"Gwen!" Kevin was fighting to get back to her and was relieved when he saw that Humongousaur had already arrived.

Gwen quickly resumed firing her energy bolts hitting one DNAlien after the other. Humongousaur's tail took out three more as he picked up and crushed another in his jaws. He smashed two DNAliens into each other with his clawed hands. Humongousaur jumped onto the back of the red flatbed pickup and took out three more with a sweep of his tail.

Kevin had taken an energy weapon away from one of the DNAliens and was using it to blast a path back to Gwen. Humongousaur knocked six DNAliens off the edges of the truck bed with his tail as they tried to get in, and he chomped on another one attacking from over the cab.

The Highbreed leader, still about halfway up the ramp under his ship, took aim with his wet fingertips. Humongousaur's position on the back of the truck gave the Highbreed a clear shot. The Highbreed looked even bigger than usual as he stood proudly and straightened his arm to point his fingers at Humongousaur.

The Highbreed fired. The spikes flew from his fingertips. Humongousaur saw the spikes coming at him and turned to leap away, but too late, multiple spikes struck him in his side, ribs and giant reptilian hip. The spikes buried themselves deeply in his thick skin and even with his size and strength he toppled out of the truck landing on all fours on the other side of the truck from where Gwen was fighting.

Gwen saw it happen and screamed, "BEN!" as he fell.

Humongousaur growled loudly and put his big, clawed hand over one of the spikes in his side near his ribs. The spikes burned his flesh. He squeezed his big reptilian eyes shut and gritted his teeth. The nearest four DNAliens jumped on him and Humongousaur roared.

Gwen used her pink energy to propel herself quickly through the air over the truck to Humongousaur's side. She blasted the four attackers away from Ben before she even landed. She continued to blast rapid-fire held the rest back momentarily.

"Ben? Are you still with me?" she asked as she put up a barrier. Gwen had to concentrate on taking them out and couldn't even look over at Ben right then.

As the DNAliens advanced towards them, spewing their green muck, Humongousaur rocked back on his haunches and growled. He grew a little larger as he fought the pain. Gwen's eyes glowed as her barrier got larger and thicker and began pulsing. She fired three large energy bolts and each one took out several DNAliens approaching from the rear.

"Ben! How badly are you hurt?" Gwen gave him a concerned quick look as she reinforced her barrier. Green globs smacked the barrier with a squishing sound and slid harmlessly off.

Humongousaur just growled and shrieked. Ben couldn't manage to answer Gwen – he just gritted his teeth and growled, as he willed himself to get up. He flipped his tail past Gwen's barrier and took one of the DNAliens out that was trying to sneak around it. Then he leaped back on the truck and grew even bigger.

The tires on the truck blew out under his weight and the metal frame screamed under the stress. Humongousaur launched himself on another half dozen, crushing them under his massive form and then he grew bigger than Gwen had ever seen him before as he threw some more DNAliens out of his way.

"Kevin! Help us!" Gwen called. Humongousaur was fighting his way toward the ship and moving farther away from her again.

As Kevin advanced towards Gwen and Ben, he ran into the Highbreed. He was covered in asphalt and busy taking down as many of the DNAliens as he could with his fists and the gun he found. The Highbreed appeared in his path and knocked the gun out of his hand.

Kevin touched the iron on the frame of an old car and absorbed it, an instant before the Highbreed fired the spikes at him. He dodged most of the spikes and even the two that made contact with him, ricocheted harmlessly off his body.

Kevin picked up a small car parked next to him and threw it at the Highbreed, distracting him just long enough he could run around him. On his way, he dropped and rolled and came up with the gun in his hand again.

Before Kevin ever got to Gwen he started shooting the ones closest to her. He reached Gwen and helped her take out a few more, but most of them seemed to be advancing on Ben. Humongousaur was battling ferociously-very ferociously.

"Wow! I've never seen him battle like that, or that big." Kevin observed.

"Ben is hurt! I think Humongousaur's instinct has kicked in. It looks like he is fighting with some kind of blind fury."

"Ben, are you still with us?" Kevin shouted, but got no answer.

The last of the DNAliens turned and ran back to the Highbreed ship. The Highbreed laughed, "He is doomed now anyway." With the DNAliens on board, the ramp closed and the ship started off the ground.

Humongousaur chased the retreating DNAliens and smashed the ones he caught up with. He jumped up and grabbed the ship's panel next to where the ramp had closed and pounded and kicked on the metal. It bent and made a screeching sound as he tore the panel off the ship. He fell with it back to the ground. Humongousaur spun around in the air like a huge cat twisting in the air to land on its feet and landed on all fours. He returned to his normal size as humongousaur, which was still pretty big, and took a bite out of a nearby blue car.

Gwen and Kevin ran over to him just in time to find him chewing on the car. Kevin ran up close and put his hand on Humongousaur's forearm, "Ben, its over." he told Humongousaur. Fortunately Kevin was still covered in iron. Humongousaur turned and chomped down hard on his shoulder. Kevin screamed out in pain.

"Kevin!" Gwen ran to him.

Kevin thought he would be torn apart and screamed as he felt himself being lifted off the ground. He kicked at Humongousaur and his kick landed on one of the Highbreed's spikes - driving it in farther into his side. The pain snapped Ben back to his senses and he opened his jaws. Kevin fell to the ground. Humongousaur opened his eyes wide as he watched Kevin's blood welling up in the cracks in the iron covering.

Kevin's iron covering dissolved away and he started to roll over to get up. Gwen stood next to Kevin with her hand gently on the back of his neck. "Sit still!" she turned to look at Humongousaur.

Gwen held out her other hand towards Humongousaur, towards Ben! Unsure if he was himself again, she held out a soft pink glow as protection and warning towards Humongousaur. Ben gazed at them with big, wet reptilian eyes.

"No! - I'm sorry…" Humongousaur growled.

"Ben? Are you ok-are you back?" Gwen asked hopefully.

Humongousaur turned and ran away from them. "BEN! – No! Come back!"

Siren's could be heard in the background. Kevin gingerly held his injured arm while he got up with Gwen's help. "That sound would be the police. We gotta scram." Blood oozed slowly from his wounded shoulder and dripped off his elbow.

"Are you ok to run? We've got to go after Ben!" Gwen asked.

"I'm fine." Kevin and Gwen ran after Humongousaur. They caught a glimpse of Humongousaur running into an alley ahead. He was not running very fast or they would never have caught up with him just on foot.

"That alley is a dead end. We have him cornered." Kevin smiled.

"I'm not sure cornering a wounded Humongousaur is a smart thing to do, but we have to stop him."

Humongousaur stopped at the end of the alley. There were walls on three sides, and with nowhere else to go, he went down on all fours. His vision was blurry and his body felt like it was on fire.

"Ben?" Gwen asked, approaching carefully. Humongousaur blinked as he tried to focus on them.

"I don't know what happened - I-I..."

The familiar green glow surrounded Humongousaur, and it intensified to bright white. Ben was left standing in Humongousaur's place with the spikes still embedded in his body. They had been tiny on Humongousaur, but they looked huge against Ben's body. As he returned to his clothed human form, his clothes formed with the spikes sticking through them as though he had been wearing clothes all along.

Ben grabbed his left side where the deepest spike was buried in his skin and held over it with both hands. "I-I'm sorry Kevin." Ben said weakly and went to his knees. Then he toppled over on his right side.

"Ben! BEN!" Gwen and Kevin yelled at the same time. They ran to him and dropped to their knees next to him. Ben brought his knees up to his chest. He still had his hand over the deepest spike in his side, but didn't have the energy to try and pull it out.

"Ben, let me look." Gwen guided his hand away and tore his shirt from around the spikes in his side. There were two close together just under his ribs. "Oh no! - Hang on Ben." Ben put his hand back over where his side hurt and looked worried as he looked back and fourth from Kevin to Gwen.

"I didn't mean anything Ben - I was just surprised. Kevin, hold his arm up."

Kevin took Ben's hand from Gwen and held his arm up and out of her way. Gwen looked and felt up higher on his side to find two more spikes in his arm and chest. She tore his shirt up higher to expose them.

Ben was quivering all over. "Ow… it hurts!" he gritted his teeth.

"Gez, it didn't look this bad on Humongousaur." Kevin observed. "Ben! Turn back into Humongousaur! He can take the pain. The injuries didn't seem to hurt him so much." Kevin suggested.

"No, I can't-I won't-what if I or 'he' goes nuts and hurts one of you again? I won't chance it - Arggggh!" Ben shut his eyes and laid his head back. He started breathing very rapidly and Kevin felt him squeeze his hand. He squeezed Ben's hand in return.

As she patted him down, Gwen felt another just below his waistline near his belly button. She undid his pants and found the end of a another spike sticking out of his skin near his hip.

"There are so many." She said softly. "It's ok Ben – we have to get them out."

"You have to get them out-without squeezing them. They are like giant porcupine needles. If you put any pressure on them as you pull them out, they will get fatter and extend barbs deeper into his flesh, resisting removal." Kevin instructed her.

"Here, take this," he pulled a leather-man out of his pocket, and opened the needle nose pliers. "I will hold him down, you pull them out. Be sure you grab them just on one side so you don't squeeze the sides together." Kevin positioned himself in front of Ben and put his forearms across his shoulder and hip. Gwen sat behind his back completely out of range of his feet, if he kicked.

Gwen grabbed the first one and gave it a pull. Ben screamed and kicked involuntarily but Kevin held him down tightly. Gwen panicked and let it go.

"Come on - use some muscle. Once you get hold of it-pull hard–if you have to pull on each one twice it will only hurt him more." Even Kevin was feeling a little flustered.

Tears welled up in her eyes as she grabbed onto it again. This time it came out. Ben cried out and turned his face to the ground. She grabbed the others and yanked them out one at a time. Ben moaned through gritted teeth and tensed up each time. He screamed and struggled as the one in his hip came out.

Kevin had to lay on him to help hold him down. "Its ok Ben, that one must have hit bone!"

"Kevin!" Gwen scolded.

A pool of blood formed in the hole each spike left and spilled down his skin and onto his torn clothes.

"Ok Ben, just one more." Ben was shivering hard under Kevin's grip and his breathe was getting raspy and louder. Kevin repositioned his hands to hold down his hip and shoulder once again. Gwen felt in the blood for the end of the last one with her finger. Ben gritted his teeth and tried not to cry out, but he couldn't help it. She could only feel a tiny edge of the spike just under Ben's skin.

Expecting this one to hurt the most, Ben tensed even more and shivered harder. They all had tears in their eyes. Gwen had to push on his skin to get a good hold on the edge of it. He brought his knees up higher to his chest and Kevin pressed down on him a little harder.

Gwen rocked her weight back and pulled, it made a sucking sound as it came out, and the blood that had back up in the tissue around it spouted out through the hole. Ben screamed, his shivering stopped and Kevin felt him go limp.

"BEN!" Kevin let up where he had been holding him down and rolled Ben onto his back. "He passed out!" Gwen reached up and ran her fingers through his hair. "Ben?" she got no response.

Kevin picked Ben up across his arms and carried him out of the alley. His own injured shoulder made him feel weak and he had to reposition his arms a couple of times. Amazed, he found his car undamaged amongst the wreckage in Mr. Smoothie's parking lot. It was out of direct sight of the officer and emergency personnel trying to figure out what had happened.

Gwen ran ahead and opened the back passenger side door. Then she ran around the other side and helped Kevin guide Ben across the back seat. Kevin joined her on the driver's side and she gently touched his bloody shirt and looked into his eyes. "Are you ok? You've lost some blood."

"I'm fine."

"Let me see." Kevin winced as he raised his arm a little allowing her to take off his shirt. He had multiple tooth marks in rows across his shoulder blade in the back and in a half circle across his pecs in the front. There were five puncture wounds in his tricept and deltoid area on his upper arm. He turned his head away as she touched his arm trying to hide his pain.

"It looks like your wounds have stopped bleeding. We need to clean you and Ben up or maybe-do you think you need to go to the hospital? Ben probably should." She looked down at Ben who was still passed out on the seat.

"Only as a last resort, what are we going to tell the doctors? That I was attacked by a dinosaur and he was shot by an aliens fingertips? They would put us all away for a very long time."

"Let's get out of here." Gwen decided as more emergency vehicles and a news van arrived in the parking lot. Kevin put his shirt back on.

Gwen got in the back seat with Ben. She lifted his head up and slid in under him. She put him back down with his head and shoulders in her lap. Gwen reached over and fastened the passenger side seatbelt low across Ben's hips sideways since he was lying on his back and then she put her own seatbelt on low across her own hips. After the belts were in place, she pulled his head and shoulders up tighter on her lap.

"Don't let him bleed on my seats!" Kevin leaned over the seat and touched her arm reassuringly. "He will be ok." Gwen looked at him and tried to force a smile.

"Are you sure? Are those spikes poison?"

"Sorry Gwen, I suppose they could be, but I've never seen anyone live through just being hit with them. Most beings die right away from their physical injuries."

"What did you mean sterilization ship?"

"A sterilization ship is one that is sent to clear an area of resistance to their plans when they come to take over a planet. They usually arrive before the other ships come to populate their armies. In this case since we know they are already trying to breed an army here, it looks like this sterilization ship was sent more specifically, to kill Ben and probably you and me. They know he is their greatest opposition and threat." He gave her shoulder a squeeze.

"Just go." Gwen's mind was racing. She was not prepared for this. They never thought about what to do if Ben got seriously hurt. Tears spilled down her cheek when she looked down at him.

His shirt was torn to shreds and just hung around his shoulders and one arm. Most of his chest, back and stomach were exposed. His pants were still unzipped and she had even had to rip a hold in the side seam of his underwear to get two of the spikes out of his hip and abdomen. As she tried to pull the edges of the cloth back together to cover him up some more, she felt the material that was left felt damp and cold from his blood.

"Kevin, can you turn up the heat in here?" They had no blanket to cover him up with. She put her hand on his neck to feel his pulse.

Kevin turned on the heater and put it in drive. The tires spun as he pulled out. "Gwen, which way?"

"I don't know! Where can we take him?" Kevin pulled out of Mr. Smoothie's parking lot and headed west towards the freeway. "What we need is a plumber. Do you know how to find any?"

"No, I don't know, I wish we could contact Magister Prior Gilhil. He would know what to do." The car hit a bump and Gwen pulled Ben up tighter on her lap.

"Ben? Please wake up." She said and her tears fell on his cheek as she put her hand on his neck to check his pulse again. Ben opened his eyes and looked up at her.

"Ben! – Ben! Can you say something?" She asked. Ben moaned and put his arms around his middle. "No." he answered weakly. Kevin glanced back over his shoulder "Hey Ben!"

Gwen asked. "How do you feel, has the pain lessened?"

"Not so much… Ow" Ben rolled into her and pulled his knees up. He buried his face in her shirt to try and stop the world from spinning. "Dizzy... it hurts so bad." Ben said through gritted teeth. "Where are we?"

"In Kevin's car. We got away." Ben turned on his back again and Gwen felt him relax a little. "Do you remember anything?"

"Yes, unfortunately. I got my ass kicked, and I hurt Kevin."

With effort Ben turned his head and looked up at the back of Kevin's head in the driver's seat. Ben's vision was very blurry and he couldn't focus on Kevin. "I feel terrible Kevin, so sorry – I couldn't stop. Are you ok?"

"Don't sweat it man, you were not yourself."

Ben raised his head up a little and looked down at himself. He was a little shocked to see all the blood staining what was left of his clothes. His black shirt was torn up the side all the way under his arm. He saw his pants were undone and ripped. Ben tried to reach to zip them up, but it hurt, so he gave up deciding Gwen had probably already seen all he had.

He started to feel sick to his stomach – "Pull over man! I feel sick!"

"Don't you dare spew in my car!" Kevin pulled over and hit the brakes so hard that Ben and Gwen would have fallen off the seat if not for the seatbelts. Even a little before the car came to a complete stop, Gwen reached over and undid his seatbelt.

Ben rolled out of the back passenger side door and onto the side of the road in the gravel. He landed on his hands and knees. Once out of the car, the sick feeling became less severe. Staying on his knees, Ben put one hand around his middle and the other on the ground to rest his forehead on. He stayed there with his eyes closed until the nausea passed.

Gwen got out on the driver's side and ran to him, with Kevin following more slowly trying to stretch out his arm and shoulder. She saw he had not thrown up and asked him, "Ben, how do you feel now?" she stooped down next to him and put her hand on his shoulder. Ben couldn't answer her as he gritted his teeth to stifle a scream. "Burning! Like my whole body is on f-fire." He thought he might pass out again.

"Ben? Hold on – come, we will get you back in the car." Kevin stepped behind him and put his hands around his waist to help him up.

Gwen stopped him, "Wait Kevin, Ben-try turning into Swampfire! You can heal yourself. Ben agreed to try.

Kevin left him standing unsteadily by himself and he and Gwen backed up a little. Ben's hands were shaking as he dialed in Swampfire and slapped the Omnitrix. He felt it activate and the familiar energy surrounded him. When the light dimmed Swampfire was standing in Ben's place.

Swampfire moaned and fell forward. Kevin and Gwen both jumped to catch him, but he was much heavier than Ben, and squished Kevin flat as he landed on him. Gwen helped Kevin get out from under Swampfire and together they rolled him over. Swampfire's shape glowed for a moment in the light and became Ben again. He opened his eyes and spoke weakly. "That made me feel worse! I can't use Swampfire's abilities for some reason. I'm too weak. Something is…"

"Ben?" Gwen called to him as he fainted again.

Kevin and Gwen looked worried as they loaded him back into the car. Gwen sat in the back with him and put their seatbelts on like they had before. Kevin pulled back on the freeway.

The next twelve miles were un-eventful. Ben woke up and fainted again twice and each time seemed weaker. Kevin decided it was safe enough to pull off and go through a little town called Perryville. It wasn't more than a post office and building painted pink with a sign that simply said "General Store and Feed." They took a bathroom break and stretched their legs as they took turns watching over Ben. His pulse stayed strong, but they couldn't wake him up again.

Rather than take the freeway back and chance being found in the open, Kevin decided to take the back roads. During the next five miles on pavement Gwen ran her fingers through Ben's hair, and worried about him. Was he still unconscious because he lost blood or something even worse like a poison?

At the five mile mark, the pavement ended and they went off on a dirt road. Kevin insisted he knew where they were going, so Gwen didn't argue. She was too busy worrying about Ben.

Kevin looked in the rearview mirror and barely visible in the cloud of dust saw a Highbreed pursuit vehicle following them. It hovered just off the ground and was gaining on them.

"Hang on!" Kevin gunned it and the only thing keeping him from going faster was the threat of running off the gravel road.

"Gwen we are still in trouble- no earth vehicle can outrun one of their pursuit vehicles even on pavement. What do we do?"

Gwen gasped and twisted in the seat to look at the pursuit vehicle. Her hands were shaking as she unbuckled her belt and gently got out from under Ben. His head rolled limply with his face into the seat back and his arm landed on the carpeting in front of the seat. Gwen was really terrified as she watched the pursuit ship gain on them. They were either trying to keep from being seen yet for some reason, or just not in a hurry to blow them off the road.

Gwen had no doubt they would kill all three of them as soon as they thought the time was right. She was determined to protect Kevin and Ben no matter what. In the pursuit ship there were only two DNAliens, sent by the Highbreed to finish the job of killing Ben but the pursuit vehicle was heavily armed.

Turned around in the seat facing their pursuers, Gwen leaned out the window. Her eyes glowed pink, a very intense pink. She clenched her teeth and made fists. The pink energy formed around the hand that she had out the window, and was spewing bits of energy that looked like sparks.

Kevin looked in the side mirror and saw the back of Gwen's head. The wind whipped her hair back around her face and he thought he imagined that her hair looked like it was glowing. The pink glow around her hand sparkled and dripped energy that spread and swirled around her whole body. The energy Gwen was creating looked more alive and stronger than ever. Her beautiful red hair began to get lighter and became almost white it glowed so brightly. Kevin had to force himself to stop watching her so he could stay on the road.

She pulled back her fist and let the energy build, then all at once she pushed her hand forward and opened her hand with her palm aimed at the enemy. An explosion of pink and black swirling energy shot from her hand and immediately exploded in front of the pursuer's vehicle. It veered off and crashed head on into the side of the man-made cliff cut out for the road to come through the hill.

Kevin cheered and slowed down a little. Gwen was returning to normal as the pink energy dimmed and she pulled herself back in the window. Her hair went back to its bright red color, and she fell forward, exhausted against the back of the seat. Kevin looked back at her and called to her.

His heart skipped a beat when he got no answer so after checking for pursuers and not seeing any he pulled off the road under a bunch of trees. He listened for a moment to see if there were any sounds that would be from more pursuit vehicles or the sterilization ship and not hearing anything got out and opened the driver's side door.

Gwen had been leaning on it and she fell out backwards. Kevin caught her with little effort and lifted her the rest of the way out of the car. He held her with one arm and reached back in to check Ben's pulse at his neck. Ben was still unconscious, but his pulse was strong.

Kevin sat on the ground next to the car with Gwen in his lap. He was exhausted, and both of his friends were passed out and he wasn't completely sure what was wrong with either of them. He thanked whatever power there may be that they were not being chased at the moment. He closed eyes that burned with tears and hugged Gwen close to his chest.

############ 10 #####################

The Highbreed was very upset that his minions and a pursuit ship had been lost. He had seen the whole thing on the monitor in his command center. After the ship was destroyed he lost visual on his target's earth vehicle.

The vermin called Ben must be dead by now. His scientists had created a poison that was deadly to any of the aliens he could have turned into and they would not dare fail him. The Highbreed stuck his hands back in a container sitting on a platform next to his command chair. He felt the poison soak into his fingertips again and smiled.

He stood up and yelled "Scan for that earth vehicle – find those two pests so we can finish our work! I will have to take care of them myself."

############ 10 #####################

Kevin put Gwen back in the car with Ben again and put the belt around her. She moaned and leaned over like she would fall out. Kevin pushed on her shoulder to hold her up and stopped to stroke her hair thoughtfully.

He really had no idea what they should do next. Bens arm with the Omnitrix on it was hanging off the seat with his hand, palm up on the carpet. Kevin leaned in passed Gwen and picked up Ben's arm and looked thoughtfully at the Omnitrix. He wished there was a way to use it to call Azmuth maybe he could help. He stared at it hoping to see some sort of 'panic' button. Kevin was feeling more helpless and desperate than he ever had before.

After he shut the door being careful to not hit Gwen with it, she slumped back over on it. And he heard what he feared the most, the now familiar hum of the Sterilization ship's engines.

Kevin jumped back in and drove as fast as he dared on the windy dirt road. The whole time he knew he could never out run it. Soon the ship appeared high in the sky, as though it was floating over him.

Out of a launch bay came another single pursuit vehicle. It flew down at the fleeing car very quickly and bounced off the roof of the car as it zoomed by. It contained a single being, the Highbreed Commander.

The sound of the crunching metal on his car made a lump come up in Kevin's throat. "Not the car!"

The roof seemed to be coming down on his head and Kevin instinctively ducked. Gwen woke up and yelled at Kevin like he had done something wrong. Very glad she was awake, he still yelled back at her, "I didn't do anything – they are back! What happened to you?"

"I guess I expended a little too much energy all at once, it was more…Oh No!" she stopped speaking and pointed ahead. The pursuit vehicle came back at them like it would run into them head on. She leaned over and covered Ben, holding on tight to him.

Kevin swerved and the driver's side tires went off the road into a pile of larger rocks. They were thrown against their seatbelts and a front tire blew out. The car went into a spin and it was all he could do to keep it from rolling. It slammed into a tree with the driver's side door. Kevin's head cracked the side window and as the dust settled he was cussing about his car and holding his head.

Gwen unbuckled her belt and leaned over the front seat. She looked at Kevin and saw blood dripping down the front of his shirt from his head. She handed him a wad of napkins from Mr. Smoothie that she found on the floor in the back and he pressed them to his head.

"Damn!" Kevin said as the sharp pain in his head pounded in rhythm with his heartbeat and he saw the condition of his car. That hurt more than his head.

"Kevin look!" the pursuit ship landed in a small clearing just behind the car.

The Highbreed appeared at the hatch and came down the short ramp slowly, alone. There were no DNAliens in sight.

Kevin told Gwen "Stay with Ben, protect him." and he readied himself for battle. He slid out the passenger side and looked around for something to touch. Gwen didn't argue, yet- as soon as he needed her she was ready to fight too.

In the forest the strongest material he had to touch was the iron from the frame under his car. He reached under the wheel well and touched the axle. The iron covered his body and covered up the fresh blood on his head. Kevin ran away from the car and turned to face the Highbreed. Hoping he was far enough away to keep Ben and Gwen out of the line of fire.

Kevin circled around the Highbreed and taunted him, "You are alone? Where are your little helpers? They are kinda like elves you know? Only effective in large numbers – how many of them does it take to make one toy at Christmas?

The Highbreed responded by shooting his fingertips at him. Kevin rolled out of the way and came up running at the Highbreed. He jumped into the air to kick the alien menace into his next life, but the Highbreed stepped out of the way and grabbed his ankle as he flew past him.

Kevin's body smacked the ground and the Highbreed yanked his leg again and propelled him into a tree. Kevin moaned and put his hand on his lower back. "Oh man that is the second time in the last five minutes that a tree got in my way!"

The Highbreed started to walk to Kevin's car.

Kevin jumped up and ran toward the Highbreed, "No you don't ugly."

"I am sure the other male is dead from my poison, but will finish off you and your female companion and take all three of your heads to the high command." The Highbreed turned away from Kevin to walk to his car and friends.

Kevin hit the Highbreed in the back with both feet and knocked him off balance. The Highbreed seemed little more than annoyed that he could still move at all and had actually dared to touch him with his filthy feet. He pulled out his disrupter.

The Highbreed shot Kevin multiple times in the chest and shoulder. Kevin fell and the Highbreed kept firing – hitting him over and over as he rolled away.

Gwen gasped as he stopped rolling. Kevin was injured and had already lost most of his iron coating on one side. The Highbreed took advantage and quickly shot his freshly poisoned fingertips at him. Kevin's injuries prevented him from getting out of the way in time. He dodged most of them but was hit in the thigh with one as he tried to roll away. The burning pain forced him to scream and roll into a ball.

Gwen heard Kevin's scream, and even thought she felt his pain. She looked down at Ben, hoping it wasn't for the last time. She got out of the car and used her pink energy to propel herself over the Highbreed and landed behind him. She hoped she could lead him farther away from Kevin and Ben. She ran at the Highbreed firing her energy bolts. He showed almost no reaction to her attack and laughed at her. It made her very angry and her eyes went pink and her hair started to glow.

Back in the car, Ben was finally awake. He was very dizzy and still very weak from the poison that was supposed to have killed him. He tried to sit up and found the seatbelt was around him sideways. He unbuckled it and rolled over. The movement made him dizzy and a little nauseous again but not as bad as before. He looked around at Kevin's damaged car and he knew they were in trouble still. He got out and stood on shaking legs. Kevin was on his hands and knees calling for Gwen, telling her to run. Ben watched as Kevin tried to get up only to fall in the pine needles cussing.

He looked for Gwen and she was fighting hard, with the Highbreed!

"Oh No!" he mumbled and slapped the Omnitrix. He shivered as the familiar feeling washed over him and Big Chill's form took the place of his human form. Even as Big Chill he felt unsteady as he spread his wings and flew high above the Highbreed. He swooped down from above like an eagle on a rabbit. Big Chill turned intangible and flew right down and into the Highbreed.

Kevin and Gwen were both happy and surprised to see Ben and called out to him. As a thick layer of ice formed around the Highbreed.

Big Chill landed behind the 'one true species-on ice' and turned back into Ben. He fell to his knees and held his head. Gwen called to him and started running toward him.

The Highbreed broke out of the ice, grabbed Ben, and lifted him up by his head. He struggled and kicked weakly. He slapped his Omnitrix and the force of the transformation blew the Highbreed away from him. He changed back into Big Chill and spread his wings to fly, but the Highbreed was right next to him again.

"You flying VERMIN!" he exclaimed and grabbed a wing. Big Chill uttered a screech like they had never heard him make before as the Highbreed folded his wing in-between his hands and broke it. Bright orange blood squirted from the damaged area. The ends of the bone were visible in the wound.

The Highbreed pushed Big Chill back with a thrust to his chest and he landed almost thirty feet away. Big Chill exhaled loudly as he hit the ground and the back of his head and torso bounced on a bed of pine needles. His wings fell down around him like lace falling to the floor. One of his wings was badly disfigured by the Highbreed's wrath.

Disgusted that the filthy creature's blood got on his hands, one of the tentacles unrolled from within his body and squirted some of the Highbreed's 'pure essence' out like a liquid spray. He rinsed off his hands with it.

Gwen screamed at the Highbreed, Kevin called to Ben and struggled to get up. He couldn't move his throbbing leg at all anymore and didn't get very far very fast.

It sounded like the Highbreed was talking to himself, "I thought my poison would have killed that vermin before now. My scientists will pay with their lives for making me take care of this the hard way." He walked towards Big Chill a few steps and aimed his fingertips at him once again.

Kevin was watching and screamed, "No! – Gwen-help him!" Kevin continued to crawl and drag himself to Ben.

Gwen's anger was boiling over. As she ran forward, her glowing pink eyes ignited. It was a very intense pink that was quickly darkening to red. Her skin turned a little violet.

She clenched her teeth and made fists that hung down beside her straight as she ran. The pink energy formed around her fists and propelled her up into the air. The energy spewed bits of power that looked like sparks and black streaks swirled with the pink.

Kevin heard a sound that was similar to the sound a very hot fire in a furnace made. The Highbreed lowered his fingertips and turned away from Big Chill to look at Gwen.

Kevin watched in fascination as Gwen's hair glowed brighter and he totally forgot his own pain when he noticed her clothes were apparently gone – he gasped, and stared. Her skin was getting darker and had a dark purple tint to it.

The energy Gwen was creating looked more alive than ever. Her beautiful red hair got lighter and became almost white it glowed so brightly. Her hair floated and whipped around her head like it was propelled by strong wind.

Kevin was totally speechless as he watched Gwen. He had made it to Ben's side and tried to take Big Chill's pulse, but realized he didn't even know if Big Chill had a heart. He felt cold, but that was probably normal for his species too.

Kevin took out his Leatherman. He used the needle nose pliers to pull the spike out of his thigh himself. He braced himself, yanked on it and stifled a scream as it came out. It felt like it took a large chunk of his flesh with it, and he was relieved when he saw that it hadn't. He dropped the spike and his pliers to watch Gwen. He thought quickly, poor Ben having to have a dozen of those things yanked out.

Gwen hovered in mid-air a few feet over Big Chill and Kevin without the help of her energy bolts. With her elbows bent and fists near her sides, she let the energy build, then all at once she pushed her hands out with her palms aimed at the enemy. An explosion of pink and black swirling energy shot from her hands and exploded around the Highbreed.

The Highbreed was blown back away from her friends. While he was still down she fired again and again. She fired until there was nothing left of the Highbreed. He was totally vaporized in the power of Gwen's blasts. Monitoring the battle, and knowing they were without a leader the DNAliens in the sterilization ship left right away.

Gwen's feet touched down lightly on the ground near Ben still in Big Chill's form and Kevin. Her skin and hair returned to normal. Kevin chose not to speak about his disappointment that her clothes came back before her skin and body returned to its human appearance.

She looked a little weak, but not as bad as before, and Kevin showed Gwen the spike he yanked out of his leg and told her about the poison. She used her powers again, searching for the mana in the poison. If it was poison derived from living things, she could identify it.

She detected several different substances on the spike – living organisms, bacteria and some matter that she could tell had come from living plants that were probably not from earth.

"I can help you and Ben." She said simply.

She extended her focus into the living things around her and the energy formed into streams flowing to her. Gwen held her hands together, palms up. The energy turned into a tangible liquid and filled up her hands. Kevin held Big Chill's head up and she held her hands to his mouth. The liquid ran into Big Chill's mouth and he swallowed some and came up coughing or something that sounded kind of like Big Chill coughing.

She stooped down by Kevin and held her hand to his lips so he could drink the rest. Kevin felt better almost instantly and he hugged Gwen tightly. Big Chill was still flat on his back but was awake and looking at them. The green glow began and they backed up a little to watch Big Chill turn back into Ben.

The light dimmed and disappeared and human Ben was back. Gwen and Kevin both looked him over and Gwen asked, "Are you ok?"

Ben pushed on the ground with his hands to sit up, cried out and fell back down. His arm was broken! Tears of exhaustion and frustration ran down into his hair.

"I guess you aren't ok?" Kevin observed.

Gwen wrapped an energy field around his forearm and hand to act as a splint and they went back to the car. Kevin limped behind Gwen and Ben. Gwen held onto his good arm and guided him to lie back on the hood. Kevin just stood and stared at his crunched car and determined it had more problems than a blown out tire and crunched door. Gwen looked the boys over and determined that their injuries could be blamed on the car hitting the tree, maybe, as long as the doctor was tired and not paying much attention.

She called 911 and reported the accident. Ben stayed on the hood and stared at the sky. Kevin and Gwen sat in the back seat of the car and found several things to do to pass the time it would take for the ambulance and tow truck to get there.

Ben wished he had a smoothie.

^^^^^^^^Ben 10 AF ^^^^^^^^^^^^^^^^^

[The End]


	2. Chapter 2

Ben 10 Alien Force

Highbreed Sterilization Ship -addon

[Request to continue from Wolfpelt13 on DA]

^^^^^^^^Ben 10 AF ^^^^^^^^^^^^^^^^^

It wasn't long before Ben felt the car rocking and he looked back without thinking, to see what they were doing.

Gwen was trying to clean the wound in Kevin's leg and he was squirming around like a little kid.

"Do you want me to come hold him down for you, Gwen?"

"Just try it Tennyson, and bring a lunch 'cause it will take you all day! Ow! Gwen!"

She had finally gotten hold of the piece of material from his pants that had gone into his wound with the spike and yanked it out. "Sorry Kevin." It started to bleed again so she put a wad of gauze over it from the first aid kit and applied a little pressure. Kevin gritted his teeth.

"It's ok, I know you are helping, and thanks."

"No problem. You need someone to help you out of the jams you get in and I am glad I was available."

"Hey! I do alright . . . but I am glad you were available too."

"Oh gees!" Ben sighed and turned back around facing the front of the car and looked back up at the millions of stars again. "They are so sweet, I am getting cavities just being near them."

Kevin had backed himself up into the corner of the back seat and was turned a little sideways with his leg across Gwen's lap where she had been working on his wound. She put one leg over his gently and leaned over with her head on his chest. She was very tired from the fight.

"Are you really ok Gwen?"

"I'm fine."

"It's just that I've never seen you fight that, um . . . ferociously before."

"I had to protect what is the most important to me in the world. Guess I am a little stronger than even I knew I was."

"Important, ya . . . cousins – family is important I guess."

"Ya, Ben is important – but I was talking about you."

Gwen had not seen Kevin's smile that big in a while. He put his arm around her shoulders and pulled her closer. They looked into each other's eyes and Gwen stretched her long slim body along his, to move her mouth closer. Kevin put his head down and turned his shoulder to her and their lips met. He closed his eyes and gave her a long, unhurried kiss. When his lips released hers, he saw her eyes were closed and there was a slight smile in the corners of her mouth.

She slowly opened her eyes, and licked her lips – savoring what Kevin tasted like. "I love you Kevin."

"Ditto." He replied, Gwen smiled – "You are such a big tough-guy!" she scooted up and kissed his neck and nuzzled under his ear.

Ben felt the car rocking again. This time he slid off the front of the car without looking at them, and walked toward the road. "I better wait over here. When the ambulance comes, I can wave them down."

He sat on a rock by the side of the road, cradling his broken arm in his lap. He listening to the car's, springs squeaking, and wished that Julie was there with him.

[END?]


End file.
